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Surmodics, Inc.
9924 West 74th Street, Eden Praire, MN 55344 * (612) 829-7200

SurModics, Inc. is a leading provider of surface modification solutions to the medical device industry. The Company's primary focus is the commercialization of its patented PhotoLink process through third-party licensing arrangements.

Primary Underwriting Group
ManagerTierPhone
John G. KinnardLead Manager (612) 370-2844

Offering Information
NASNTL:SRDX Manufacturing: SIC 2899
Type of Shares:Common Shares Filing Date:12/24/97
U.S. Shares:2,000,000 Offer Date:3/3/98
Non-U.S. Shares:0 Filing Range:$7.50 - $8.50
Primary Shares:2,000,000 Offer Price:$7.50
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $16,000,000 Selling:$0.33
Expenses:$350,000 Reallowance:$0.10
Post-IPO Shares:6,908,180

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fredrikson & Byron
Bank's Law Firm: Oppenheimer Wolff & Donnelly
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
9/30/97 9/30/97
Revenue:$7.58Assets:$6.45
Net Income:$0.24Curr Assets:$3.21
EPS:$0.04Liabilities:$1.35
Prior EPS:-$0.04Curr Liab:$1.08
Cash Flow/Oper:$0.53Equity:$5.10
Cash Flow/Fin:$0.18Cash:$3.82
Cash Flow/Inv:-$2.23Working Cap:$2.13

Competition
The Company operates in a highly competitive and rapidly evolving field and new developments are expected to continue at a rapid pace. The Company's success depends, in part, upon its ability to maintain a competitive position in the development of technologies and products in its areas of focus. The Company's PhotoLink technology competes with technologies developed by Biocompatibles International plc, Carmeda (a division of Norsk Hydro USA, Inc.), Specialty Coatings Systems, Spire Corporation and STS Biopolymers Inc., among others. In addition, many medical device manufacturers have developed or are engaged in efforts to develop surface modification technologies generally for use on their own products. Competition may also result from development efforts by existing and potential licensees who have no obligation to deal exclusively with the Company in utilizing or developing surface modification technologies. Many of the Company's existing and potential competitors (including medical device manufacturers pursuing coating solutions through their own research and development efforts) have substantially greater financial and technical resources and production and marketing capabilities than the Company. There can be no assurance that the Company will be able to compete effectively with such competitors. Furthermore, there can be no assurance that new products or technologies developed by others, or the emergence of new industry standards, will not render the Company's products or technologies or licensees' products incorporating the Company's technologies noncompetitive or obsolete. Any new technologies which make the Company's PhotoLink technology less competitive or obsolete would have a material adverse effect on the Company's business, financial condition and results of operations.

Business Plan
The Company's goal is to be the leading provider of surface modification solutions to companies in the medical device industry. To achieve this goal, SurModics intends to implement the following key strategies: (i) FURTHER PENETRATE AND EXPAND ITS LICENSING BASE, (ii) FURTHER DEVELOP APPLICATIONS FOR THE PHOTOLINK TECHNOLOGY, (iii) EXPAND SALES AND MARKETING RESOURCES, (iv) SEEK JOINT DEVELOPMENT PROGRAMS and (v) EXPAND THE COMPANY'S PRODUCT PORTFOLIO.

Use of Proceeds
The proceeds from the proposed offering will be used for research and development, sales and marketing and upgrades to its manufacturing equipment, to strengthen its patent protection and for working capital and general corporate purposes.

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